Archive | April, 2017

Bristol-Myers Squibb Proxy Voting Guide

Bristol-Myers Squibb Proxy Voting GuideThis is our Bristol-Myers Squibb Proxy Voting Guide for 2017. Bristol-Myers Squibb Company (BMY) discovers, develops, licenses, manufactures, markets, and distributes biopharmaceutical products worldwide. Bristol-Myers Squibb is one of the stocks in my portfolio. ProxyDemocracy.org had collected the votes of two fund families when I checked and voted. Their annual meeting is coming up on May 2, 2017.
I voted FOR reducing the threshold to call a special meetings. See how and why I voted other items below. I voted with the Board’s recommendations 41% of the time. View Proxy Statement via SEC’s EDGAR system (look for DEF 14A). Continue Reading →

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American Express Proxy Voting Guide

American Express Proxy Voting Guide

American Express Proxy Voting Guide

American Express Proxy Voting Guide.  American Express Company (AXP), together with its subsidiaries, provides charge and credit payment card products and travel-related services to consumers and businesses worldwide. It operates through four segments: U.S. Consumer Services, International Consumer and Network Services, Global Commercial Services, and Global Merchant Services. American Express is one of the stocks in my portfolio. ProxyDemocracy.org had collected the votes of three fund families when I checked and voted. Their annual meeting is coming up on May 1, 2017

American ExpressI voted FOR Written Consent and Gender Pay Equity. See how and why I voted other items below. I voted with the Board’s recommendations 63% of the time. View Proxy Statement via SEC’s EDGAR system (look for DEF 14A). Continue Reading →

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Kelloggs Proxy Voting Guide

kelloggsKelloggs manufactures and markets ready-to-eat cereal and convenience foods in the United States and internationally. The Kellogg Company is one of the stocks in my portfolio.

ProxyDemocracy.org had collected the votes of two fund families when I checked and voted. Their annual meeting is coming up on March 28, 2017

I voted FOR Proxy Access Amendments. See how and why I voted other items below. I voted with the Board’s recommendations 78% of the time. View Proxy Statement. Continue Reading →

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Financial CHOICE Act: From too big to fail, to too big to listen

Financial CHOICE Act Does Away with Shareholder Proposals

Financial CHOICE Act Does Away with Shareholder Proposals

Great article this morning on the proposed Financial CHOICE Act from Lauren Compere, Director of Shareholder Engagement at Boston Common Asset Management entitled Too Big To Listen? Dodd-Frank and Shareholder Rights! See also “Shut Up”: Not What Good Companies Tell Their Owners from Julie Fox Gorte, Senior Vice President for Sustainable Investing, Pax World.

Below is a copy of a very thoughtful letter from Sanford Lewis, an amazing attorney who represents SRI and pension funds, as well as individual investors including John Chevedden. Two points they made that I failed to mention in my post:

  1. Rule 14a-8 was created to empower the individual investor; large institutional investors using it came later.
  2. Radical changes  may impinge on  “investment backed expectations” associated with the rule — an array of arrangements, contracts, etc. that implicate property rights.

The bill is being heard in Committee today and will be marked up in early May. It is still important to get in letters and email as I mentioned in my post, Financial CHOICE Act: Take Action. Below is the letter from Sanford Lewis with slight formatting changes.

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AT&T Proxy Analysis

AT&TAT&T Inc. (T) provides telecommunications and digital entertainment services. The company operates through four segments: Business Solutions, Entertainment Group, Consumer Mobility, and International.  It is one of the stocks in my portfolio. ProxyDemocracy.org had collected the votes of three fund families when I checked and voted. Their annual meeting is coming up on 4/27/2017. Sorry for the late post.

I voted FOR Proxy Access Amendments. See how and why I voted other items below. I voted with the Board’s recommendations only 10% of the time. View Proxy Statement. Continue Reading →

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NCR: Proxy Access & Pay Issues

NCRNCR Corporation provides omni-channel technology solutions that enable businesses connect, interact, and transact with their customers worldwide. NCR is one of the stocks in my portfolio.

ProxyDemocracy.org had collected the votes of only one fund family when I checked and voted. Their annual meeting is coming up on Wednesday, April 26, 2017.

I voted FOR Proxy Access Amendments. See how and why I voted other items below. I voted with the Board’s recommendations 50% of the time. View Proxy Statement. Continue Reading →

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Financial CHOICE Act: Take Action

Financial CHOICE Act Does Away with Shareholder Proposals

Financial CHOICE Act Does Away with Shareholder Proposals

The draft Financial CHOICE Act, among other things, would take away a shareholder’s choice to file proxy proposals, their choice to refile similar proposals in subsequent years, their choice to use an agent to help them file and their right to choose from competing candidates unless they attend the meeting in person. The draft Financial CHOICE Act will be heard by the Financial Services Committee on Wednesday April 26 at 10 a.m. Take Action: Contract Committee members and staff to express your opposition (contact information below).

See most problematic language for shareholders, Shareholder proposal process in the crosshairs, full discussion draft and summary of a couple of key sections. Continue Reading →

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Retailers Break New Store Addiction: Video Friday

Retailers Whole FoodsWharton’s Marshall Fisher discusses how retailers can break their ‘addiction’ to top-line growth and adding new stores. Eventually, they run out of new territory and must refocus on building margins by improving same store sales. Fisher describes how 17 retailers did it and the common themes they used.

There are lessons here for companies like Whole Foods Market Inc., although for Sears it may be too late. Retailers like Whole Foods may not have run out of new territory but they certainly have run into competition. Refocus on same store sales to increase margins will not only help at existing stores, but also at stores coming on-line. Continue Reading →

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Citi (C): Proxy Vote Score 48

Citigroup Inc. (Citi, NYSE: C), a diversified financial services holding company, provides various financial products and services for consumers, corporations, governments, and institutions worldwide. Citi logoCiti is one of the stocks in my portfolio. ProxyDemocracy.org had collected the votes of three fund families when I checked and voted. Their annual meeting is coming up on April 25, 2017.

I voted AGAINST pay and committee members, FOR all shareholder proposals. I voted with the Board’s recommendations 48% of the time. View Proxy Statement. Continue Reading →

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Engage Shareholders with Your Proxy Statement

dfs logoWith boards of directors under a microscope in today’s world, they must show how their work contributes to the success of the companies they oversee, and build trust with shareholders. For many of these shareholders, a company’s proxy statement is their only chance to look into the key aspects of the boardroom. So the goal of the proxy statement is two-fold: be informative and be credible.

In working on proxy statements for 1,500 companies annually, we’re seeing a number of trends that foster a sense of accountability between the board and shareholders. At the top of the list are (1) providing business context, (2) a description of board skills and diversity and (3) incorporating more storytelling. Continue Reading →

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International Business Machines Corporation Proxy

International Business Machines Corporation (NYSE: IBM) provides information technology (IT) products and services worldwide.  IBM is one of the stocks in my portfolio. ProxyDemocracy.org had collected the votes of two fund families when I checked and voted. Their annual meeting is coming up on April 25, 2017. I voted FOR Proxy Access, Special Meeting amendments and report on lobbying. See how and why I voted these and other items below. I voted with the Board’s recommendations 42% of the time. View Proxy Statement (index on page 4). Continue Reading →

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BuyThisPlatform: Twitter Explores Co-op Capitalism

Twitter has been an important tool to promote democracy – think #ArabSpring#BackLivesMatter, BuyThisPlatform#OccupyWallStreet#WomenOnBoards, etc. Now, through #BuyTwitter @ BuyThisPlatform, Twitter is being called on to explore its own form of corporate governance – how the company itself can be more democratic and inclusive. The results could have implications for the future of capitalism.

Take Action: On May 22 shareholders (owning as of March 30) will decide if Twitter should study and report on the feasibility of “selling the platform to its users via a cooperative or similar structure with broad-based ownership and accountability mechanisms.” Voting by proxy on the proposal has already begun. As one of the authors, I hope you will consider voting “For” our Proposal #4. Continue Reading →

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AFL-CIO Key Votes 2017 Announced

The preliminary list of AFL-CIO Key Votes 2017  is now available for download. The list can be downloaded as an Adobe Acrobat PDF file by clicking on the following link: AFL-CIO Key Votes – 2017 Proxy Season and is reproduced below for CorpGov.net readers.

The AFL-CIO Key Votes 2017 is designed to help pension fund trustees fulfill their fiduciary duty to monitor the proxy voting performance of investment managers. Good corporate governance matters to shareholders, and proxy voting is the most direct means for shareholders to exercise oversight in relation to the corporations they own. Continue Reading →

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CorpGov Research Assistant Opening in India

CorpGov Research AssistantResearch Assistant Vacancy for a Project on Corporate Governance  Applications for the post of research assistants are invited from the students who are passionate about contemporary issues in corporate governance. Work is remunerated with provision for performance based bonus and other referral opportunities at the end of the tenure. Assignment will begin from 17th April & will end on 17th June. Continue Reading →

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Virtual-Only Meetings: The Nuclear Option

Virtual-Only Meetings Growth

Virtual-Only and Hybrid Meetings Data Reported by Broadridge in the FT

Virtual-Only Meetings are quickly being adopted by entrenched boards who fear both adverse publicity and any attempt by shareholders, especially retail shareholders, to hold them accountable. Broadridge Financial Solutions ($BR) has a direct financial incentive to push companies toward virtual-only meetings. Although many funds and organizations oppose such meetings, no one in the opposition has a such a direct financial incentive to oppose them. 

Take Action: Vote against any all all directors serving on governance or similar committees at companies that hold virtual-only meetings.  Continue Reading →

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CalPERS & CalSTRS Diversity Forum 2017

Diversity Forum 2017Registration is Now Open. Join CalPERS & CalSTRS at this year’s Diversity Forum 2017, an all-day event on May 10, 2017 in Sacramento.

About the CalPERS & CalSTRS Diversity Forum 2017

The goal of Diversity Forum 2017 is to bring together investment and corporate executives to discuss how to better capitalize on the abilities of the diverse modern workforce. Continue Reading →

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Scale: Corporate Governance Perspective

Scale: The Universal Laws of Growth, Innovation, Sustainability, and the Pace of Life in Organisms, Cities, Economies, and CompaniesScale: The Universal Laws of Growth, Innovation, Sustainability, and the Pace of Life in Organisms, Cities, Economies, and Companies is about big data and takes a big time commitment to read. Scale is neither poetry or a novel. It is primarily information and speculation. 450 pages could have been distilled to 45. That said, this slog of a read should get anyone thinking with fresh insights. Below are my reflections on small portions of this tome by Geoffrey West, a senior fellow at Los Alamos National Laboratory and a distinguished professor at the Santa Fe Institute.

Highly complex systems have their origin in very simple rules governing the interaction between their individual constituents.

Yes, Darwin still applies in the modern world.

In biology, network dynamics constrains the pace of life to decrease systematically with increasing size following the ¼ power scaling laws. In contrast, the dynamics of social networks underlying wealth creation and innovation leads to the opposite behavior, namely, the systematically increasing pace of life as city size increases: diseases spread faster, businesses are born and die more often, commerce is transacted more rapidly, and people even walk faster, all following the approximate 15 percent rule.

How will the Internet impact these generalizations? Perhaps the pace of globally connected small towns like Boulder or Davis outpace more the more isolated Pyongyang? Being interconnected may be more important than size. As he repeatedly points out in Scale, correlation is not causation. Continue Reading →

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Human Right to Water Affirmed

Human Right to Water

Human Right to Water

After engagement with shareholders, two California-based water utilities, California Water Service Group (NYSE: CWT) and American States Water (NYSE: AWR), have adopted policies confirming a commitment to support the human right to water. Sparked by shareholder proposals filed last fall by Boston-based socially responsible investment firm NorthStar Asset Management, Inc., these two human right to water policies are the first at California water utilities.

Explained Julie Goodridge, CEO of NorthStar Asset Management:

NorthStar pioneered industry adoption of human right to water principles in 2007 when we filed the first shareholder proposal on the human right to water at a Connecticut-based water utility. In the ensuing decade, successful implementation at multiple companies other than water utilities has resulted in meaningful and tangible changes in company actions. Adding two more water utilities to our list of companies committed to the human right to water is a necessary step toward industry-wide recognition of the human right to water.

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